Terms & Conditions.

"Modules" means the components of AlchemiStudio, namely AlchemiStudio Codesk, AlchemiStudio Console, AlchemiStudio Compute, and AlchemiStudio Cockpit, individually or in combination as included in a given Offering.

"Offering" means a plan listed by Zentience on the Marketplace, namely AlchemiStudio - Full Platform, AlchemiStudio Console, or AlchemiStudio Codesk, each comprising a defined combination of Modules.

"Pilot Plan" means the introductory one month subscription priced at USD 1.00 described in Section 4.

"LLM Provider" means a third party large language model or AI model provider (for example OpenAI, Anthropic, Google, or Microsoft Azure OpenAI Service) whose models Customer accesses through AlchemiStudio Console or AlchemiStudio Codesk.

"Customer Data" means data submitted, uploaded, or processed by Customer or its authorized users through AlchemiStudio, excluding data generated by Zentience for its own operational or product improvement purposes as permitted under Section 10.

"Documentation" means user guides, technical specifications, and other materials Zentience makes available describing the use of AlchemiStudio.

3.1 AlchemiStudio is an enterprise AI governance control plane. Depending on the Offering selected, Customer receives access to some or all of the following Modules:

• (a) AlchemiStudio Codesk: a governed, no code AI workspace for business users, including pre-built and configurable agents and integrations with third party business applications.
• (b) AlchemiStudio Console: a governed gateway providing access to multiple LLM Providers, including routing, failover, and cost visibility functionality.
• (c) AlchemiStudio Compute: isolated, ephemeral sandbox environments used by AlchemiStudio to execute agent tasks, process files, and perform data operations.
• (d) AlchemiStudio Cockpit: a governance, observability, and audit dashboard providing visibility across the Modules included in Customer's Offering. Cockpit is included as standard with every Offering and is not sold or licensed as a separate line item.

3.2 Zentience may update, modify, or improve the Platform from time to time. Zentience will not materially reduce the core functionality of a Module during an active subscription term without notice to Customer.

4.1 Each Offering is made available on the Marketplace as a Pilot Plan priced at USD 1.00 for an initial one month term.

4.2 The Pilot Plan provides full, unrestricted functionality of the Modules included in the applicable Offering for the duration of the pilot month. Zentience does not gate or limit features during the Pilot Plan term.

4.3 The Pilot Plan includes one hour of initial kickoff and setup support, and up to three additional hours of check in support distributed across the pilot month, delivered by Zentience or its designated personnel.

4.4 The Pilot Plan is billed basis through the Marketplace at USD 1.00 for initial month . It will be renewed for one more additional month based on request and commitment for a conversion to a private offer within a total of 2 months from start of the subscription. Customer and Zentience enter into a private offer through the Marketplace before 2 months, or either party terminates the subscription in accordance with Section 14.Beyond 2 months unless converted into a private offer the initial plan will cease to exist and customer should not use the product. Any excess usage of the product beyond allowed and agreed dates are bound to be audited and customer need to pay as per the rate card shared in private offer.

4.5 Zentience may contact Customer during or after the pilot month to discuss transitioning to a private offer reflecting standard commercial pricing. Continued use of AlchemiStudio beyond reasonable evaluation use of the Pilot Plan may require Customer to accept a private offer.

4.6 Zentience reserves the right to apply reasonable fair use limits to prevent abuse of the Pilot Plan, including but not limited to volumes of Compute usage inconsistent with normal evaluation activity.

5.1 Except as described in Section 5.3, Customer is solely responsible for procuring its own accounts, API keys, and commercial terms with any LLM Provider it chooses to connect through AlchemiStudio Console or AlchemiStudio Codesk.

5.2 Customer's use of any LLM Provider is subject to that LLM Provider's own terms of service, acceptable use policies, and pricing, which are agreements solely between Customer and the LLM Provider. Zentience is not a party to those agreements and is not responsible for the availability, accuracy, output, or cost of any LLM Provider's models.

5.3 For the AlchemiStudio Codesk Offering only, Zentience will provide Customer with USD 25.00 in OpenAI API credit for use during the Pilot Plan month, provisioned through Zentience's own account or a mechanism Zentience designates. This credit:

• (a) has no cash value and cannot be exchanged, transferred, or redeemed for cash;
• (b) is available only during the active Pilot Plan month and expires at the end of that month regardless of amount used;
• (c) may be replaced with an equivalent value credit from another LLM Provider at Zentience's discretion;
• (d) does not obligate Zentience to provide further credit following the pilot month. If the credit is exhausted before the pilot month ends, Customer may continue using AlchemiStudio Codesk by providing its own LLM Provider key.

5.4 Customer is responsible for setting its own usage and spend limits with its LLM Provider accounts, which Customer may configure through AlchemiStudio Console where supported.

6.1 Fees for AlchemiStudio, including the Pilot Plan fee and any subsequent private offer fees, are billed and collected through the Marketplace in accordance with Microsoft's marketplace billing mechanisms.

6.2 Fees are exclusive of applicable taxes, duties, and levies. Customer is responsible for all such amounts other than taxes based on Zentience's net income.

6.3 Fees paid are non-refundable except as required by applicable law or expressly stated in a private offer.

7.1 Customer will use AlchemiStudio in accordance with these Terms, the Documentation, and applicable law.

7.2 Customer is responsible for the acts and omissions of its authorized users, and for maintaining the confidentiality of any credentials used to access AlchemiStudio.

7.3 Customer will not, and will not permit any third party to: reverse engineer or attempt to derive the source code of the Platform except as permitted by applicable law; use the Platform to build a competing product; or use the Platform in a manner that violates the rights of any third party or applicable law.

8.1 Zentience provides infrastructure within AlchemiStudio that supports portions of Customer's data governance, audit, and access control obligations under applicable data protection and AI governance regulations. Use of AlchemiStudio does not, by itself, guarantee or constitute Customer's full compliance with any specific law or regulatory framework, and Customer remains responsible for assessing and meeting its own regulatory obligations.

8.2 Where Zentience processes personal data on Customer's behalf as a processor or service provider, the parties will enter into a data processing agreement consistent with applicable law, which will be incorporated into and form part of these Terms upon execution.

8.3 Customer is solely responsible for ensuring it has the necessary rights and consents to submit any Customer Data, including personal data, to AlchemiStudio and to any LLM Provider connected through the Platform.

9.1 Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information of a similar nature, and no less than reasonable care, and will not disclose such information except to personnel or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Section.

9.2 This Section does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's confidential information.

10.1 As between the parties, Zentience and its licensors own all right, title, and interest in and to the AlchemiStudio platform, including the Modules, underlying software, and Documentation, and all improvements, modifications, and derivative works of the foregoing.

10.2 As between the parties, Customer owns all right, title, and interest in and to Customer Data.

10.3 Zentience may use anonymized, aggregated data derived from Customer's use of AlchemiStudio to monitor, maintain, and improve the Platform, provided such data does not identify Customer or any individual.

10.4 Nothing in these Terms transfers ownership of either party's pre-existing intellectual property.

11.1 During the Pilot Plan, Zentience will provide the kickoff and check in call support described in Section 4.3.

11.2 Additional support terms, service levels, and escalation procedures for subscriptions beyond the Pilot Plan will be set out in the applicable private offer or a separate support agreement.

12.1 Zentience warrants that it will provide AlchemiStudio in a manner consistent with generally accepted industry practices.

12.2 Except as expressly stated in these Terms, AlchemiStudio is provided "as is" and "as available." To the maximum extent permitted by applicable law, Zentience disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.3 Zentience does not warrant that outputs generated by any LLM Provider through the Platform will be accurate, complete, or fit for any particular purpose. Customer is responsible for reviewing and validating any AI generated output before relying on it.

13.1 To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility of such damages.

13.2 To the maximum extent permitted by applicable law, Zentience's total aggregate liability arising out of or related to these Terms will not exceed the total fees actually paid by Customer to Zentience in the three months preceding the event giving rise to the claim, or USD 100, whichever is greater, except in cases of gross negligence, willful misconduct, or breach of confidentiality obligations, to the extent such exclusion is not permitted by applicable law.

14.1 These Terms take effect when Customer accepts them through the Marketplace and continue for as long as Customer maintains an active subscription to AlchemiStudio.

14.2 Either party may terminate a subscription for convenience by providing notice through the Marketplace or in writing, subject to any minimum term specified in a private offer.

14.3 Zentience may suspend or terminate Customer's access immediately if Customer breaches these Terms and fails to cure such breach within a reasonable period after notice, or if Customer's use poses a security risk to the Platform or other customers.

14.4 Upon termination, Customer's right to access AlchemiStudio ends. Zentience will make Customer Data available for export for a reasonable period following termination, after which Zentience may delete such data in accordance with its data retention practices.

15.1 Zentience will defend Customer against third party claims alleging that AlchemiStudio, as provided by Zentience and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded as a result, subject to Customer promptly notifying Zentience of the claim and cooperating in its defense.

15.2 Customer will defend and indemnify Zentience against third party claims arising from Customer Data, Customer's use of AlchemiStudio in violation of these Terms, or Customer's use of any LLM Provider.

16.1 Each party will comply with applicable laws in connection with its performance under these Terms, including applicable export control and sanctions laws.

16.2 Customer will not use AlchemiStudio in any jurisdiction or manner prohibited by applicable export control or sanctions laws.

17.1 Neither party may assign these Terms without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations under these Terms.

18.1 These Terms are governed by the laws of India, without regard to conflict of law principles, except as otherwise required by the law of Customer's jurisdiction.

18.2 The parties will first attempt to resolve any dispute through good faith negotiation between senior representatives. If unresolved within 90 days, the dispute will be submitted to courts of Pondicherry, as the exclusive venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

These Terms, together with the Documentation and any private offer, constitute the entire agreement between the parties regarding AlchemiStudio and supersede all prior discussions and agreements on the subject.

Zentience may update these Terms from time to time by posting an updated version on the Marketplace listing or by direct notice to Customer. Material changes take effect no earlier than 30 days after notice, except changes required to comply with applicable law, which may take effect immediately.

Notices to Zentience should be sent to support@alchemistudio.ai . Notices to Customer will be sent to the contact information associated with Customer's Marketplace subscription.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

Failure to enforce any provision of these Terms is not a waiver of that provision.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.